10. Except as disclosed in the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer of the Company, shall receive from the Company any finders fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the Companys initial Partnering Transaction (regardless of the type of transaction that it is), other than the following, none of which will be made from the proceeds held in the Trust Account prior to the completion of the initial Partnering Transaction: repayment of a loan and advances up to an aggregate of $300,000 made to the Company by the Sponsor; payment to an affiliate of the Sponsor for office space, utilities and secretarial and administrative support for a total of $20,000 per month; interest earned on the funds held in the trust account may be released to the Company to pay its franchise and income tax obligations; reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial Partnering Transaction, and repayment of loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or any of the Companys officers or directors to finance transaction costs in connection with an intended initial Partnering Transaction, provided, that, if the Company does not consummate an initial Partnering Transaction, a portion of the working capital held outside the Trust Account may be used by the Company to repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such loans may be convertible into CAPS at a price of $25.00 per CAPS at the option of the lender. Such CAPS would be identical to the Private Placement CAPS, including as to exercise price, exercisability and exercise period.
11. The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as a director on the board of directors of the Company and hereby consents to being named in the Prospectus as a director of the Company.
12. As used herein, (i) Partnering Transaction shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar partnering transaction, involving the Company and one or more businesses; (ii) Capital Stock shall mean, collectively, the Class A Common Stock, the Performance Shares and the Founder Shares; (iii) Performance Shares shall mean the 120,000 shares of the Companys Class B common stock, par value $0.0001 per share, initially issued to the Sponsor for an aggregate purchase price of $18,750, or approximately $0.156 per share, prior to the consummation of the Public Offering, (iv) Founder Shares shall mean the 828,000 shares of the Companys Class F common stock, par value $0.0001 per share, initially issued to the Sponsor (up to 108,000 shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised by the Underwriter) for an aggregate purchase price of $6,250, or approximately $0.01 per share, prior to the consummation of the Public Offering; (v) Initial Stockholders shall mean the Sponsor and any Insider that holds Founder Shares or Performance Shares; (vi) Private Placement CAPS shall mean the 224,000 CAPS (or 245,600 CAPS if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $5,600,000 (or $6,140,000) if the over-allotment option is exercised in full), or $25.00 per CAPS, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vii) Private Placement Shares shall mean shares of Class A Common Stock underlying the Private Placement CAPS , (viii) Private Placement Warrants shall mean Warrants underlying the Private Placement CAPS, (ix) Public Stockholders shall mean the holders of securities issued in the Public Offering; (x) Trust Account shall mean the trust fund into which a portion of the net proceeds of the Public Offering and certain of the proceeds from